EXHIBIT 10.6
SUBLEASE
(Suite 500)
This Sublease is entered into this 23rd day of April, 1998, between
SOUTHERN PACIFIC FUNDING CORPORATION ("Sublessor") and DIGIMARC CORPORATION
("Sublessee").
Sublessor is the tenant under a Lease from Property Reservices, Inc.
("Landlord'), dated September 13, 1995 (the "Lease"), a copy of which is
attached hereto as Exhibit A. The Lease covers Suite 500 in the building
located at Xxx Xxxxxxxxxxxx Xxxxx, Xxxx Xxxxxx, Xxxxxx.
Sublessee wishes to sublease from Sublessor all of the premises covered by
the Lease.
NOW, THEREFORE, Sublessor hereby subleases the premises described in the
attached Exhibit B (the "Premises"), an area of approximately 3,391 sq.ft., and
Sublessee agrees to sublease the Premises from Sublessor on the following terms:
1. Term. The term of this Sublease shall commence on May 2, 1998, and
shall continue through and including October 31, 2000.
2. Base Rent. Sublessee shall pay directly to Landlord base rent in the
sum of $5,655.27 per month of the first day of each month of the sublease term.
Base rent shall be escalated at the same time and in the same amount per square
foot as the base rent paid by Sublessor to the Landlord under any escalation
clause or expense pass-through clause of the Lease.
2.2 Additional Rent. Sublessee shall pay directly to Landlord all
additional rent required under the Lease, including without limitation any
Estimated Operating Expense Adjustments. Any refund of Estimated Operating
Expense Adjustment payments for calendar year 1998 shall be prorated between
Sublessor and Sublessee.
3. Sublease Consideration. Sublessee shall pay the sum of $5,655.27 as
sublease consideration. Sublessor may apply the sublease consideration to pay
the cost of performing any obligation which Sublessee fails to perform within
the time required by this Sublease, but such application by Sublessor shall not
be the exclusive remedy for Sublessee's default. If the sublease consideration
is applied by Sublessor, Sublessee shall on demand pay the sum necessary to
replenish the sublease consideration to its original amount. To the extent not
applied by Sublessor to cure defaults by Sublessee, the sublease consideration
shall be applied against the rent payable for the last month of the sublease
term. The sublease consideration shall not be refundable. This sublease does not
include an assignment by Sublessor to Sublessee of Sublessor's rights in the
security deposit required under the Lease.
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4. Obligations of Sublessee. Sublessee shall perform all of the
obligations of the tenant under the Lease as if Sublessee were the tenant under
the Lease and Sublessor was the landlord under the Lease. The terms of the Lease
are hereby expressly incorporated as part of this Sublease. In the event
Sublessee fails to comply with such terms, or the terms of this Sublease,
Sublessor shall be entitled to have all of the remedies granted to Landlord in
the Lease, together with any other rights Sublessor might otherwise have. All
provisions in the Lease dealing with indemnity and liability between Landlord
and the tenant under the Lease shall be applicable as between both Sublessor and
Sublessee and Landlord and Sublessee. Sublessee shall name both Sublessor and
Landlord and Landlord's managing agent under the Lease as named insureds in the
insurance policies it is required to obtain hereunder.
5. Representations of Sublessor. Sublessor represents and warrants that
the Lease is in good standing and that Sublessor has, to the best of its
knowledge, complied with all of its obligations thereunder through the date
hereof. Sublessor represents and warrants that there is currently no default
under the Lease and no factual situation that, but for the passage of time,
would become a default. Sublessor shall not be obligated to perform, nor does it
guarantee the performance of, Landlord's duties under the Lease. In the event of
any default of Landlord, Sublessee shall send any required notices to landlord
with a copy to Sublessor. Sublessee agrees that Sublessor's only obligation in
such event will be to join with Sublessee, at Sublessee's expense, in making
demand on Landlord to fulfill its obligations under the Lease. In no event shall
Sublessee be allowed any abatement or diminution of rent under this sublease
because of Landlord's failure to perform any of its obligations under the Lease,
unless Sublessor is likewise allowed an abatement or diminution of rent under
the Lease.
6. Condition of the Premises. Sublessor shall clean the carpeting and do
"spot" painting within the Premises as necessary so that the Premises are in
"like new" condition after the painting. In all other respects, the Premises are
leased as is, in the condition now existing, with no additional work to be
performed by Sublessor or Landlord.
7. Notices. With respect to notices between Sublessor and Sublessee, the
addresses for notice shall be the addresses state din this Sublease.
8. Waiver of Subrogation. Neither Sublessor, Sublessee nor the Landlord
under the Lease (nor Landlord's managing agent) shall have any claim against the
other for any loss or damage of a type which is coverable by fire and extended
coverage insurance, including water damage or sprinkler leakage, regardless of
negligence.
9. Renewal Option and right of First Refusal. Sublessee shall have no
right to exercise the renewal option provided in Section 3.02 of Addendum A to
the Lease nor the right of first refusal provided in Section 3.03 of Addendum A
to the Lease unless prior to or simultaneously with exercising such options
Sublessee obtains the complete release from Landlord of Sublessor of all further
obligations under the Lease.
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10. Early Termination Option. In the event Sublessee elects to terminate
the Lease pursuant to the early termination option in Section 3.04 of Addendum
A, Sublessee shall be solely responsible for payment of all unamortized costs of
tenant improvements, unamortized costs of commissions, and one month's rental
for each remaining year on the Lease, all as specified in said Section 3.04j.
11. Cross-Default. Sublessor and Sublessee are simultaneously entering
into a sublease of Suite 540 and a sub-sublease of Suite 570. Any default by
Sublessee under such sublease or sub-sublease shall also constitute a default
under this sublease and Sublessor shall be entitled to enforce all remedies
stated herein.
12. Parking. Sublessee shall be entitled to use all parking spaces
provided under the Lease.
13. Additional Provisions. This Sublease incorporates the terms and
conditions contained in the following Exhibits:
Exhibit A - The Lease
Exhibit B - Description of the Premises
IN WITNESS WHEREOF, the parties have executed this Sublease as of the date
first above written.
SUBLESSOR: SOUTHERN PACIFIC FUNDING
Address for notices: CORPORATION
0000 Xxxxxxx Xxxx, Xxxxx 000 By: /s/ Xxxx Xxxxxxx
Xxxx Xxxxxx, Xxxxxx 00000 Title: VP Facilities
SUBLESSEE: DIGIMARC CORPORATION
Address for notices:
Xxx Xxxxxxxxxxxx, Xxxxx 000 By: /s/ Xxxxx Xxxxxxx
Xxxx Xxxxxx, Xxxxxx 00000 Title: VP Finance
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